LEXINGTON GROWTH & INCOME FUND INC
N-30D, 1998-02-27
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------

      The Lexington  Growth and Income Fund  appreciated by 30.36%* for the year
ended December 31, 1997. This compares to a 26.99% return for the average growth
and income fund monitored by Lipper Analytical Services, Inc. during the period.

      Contributing to the Fund's above average  performance during the year were
significant  weightings in the energy,  pharmaceutical and financial sectors. In
the fourth quarter,  the Fund's retail exposure provided a boost to performance.
In addition,  as the crisis in Asia became apparent,  we acted quickly to reduce
the Fund's  exposure to that sector,  thus minimizing the negative effect on the
Fund.
      Stocks  turned  in a  record  performance  in  1997  with  the  Dow  Jones
Industrial  Average  rising  24.9%,  the first  time in  history  that the index
increased 20% or more for three  consecutive  years. The market turned decidedly
more  volatile in the second  half and since the  beginning  of August  actually
declined  3.1%.  The chief culprit for the change in sentiment was the unfolding
currency and economic crisis in several Asian and other emerging economies.

      Economic  conditions  in the U.S.  are quite good,  maybe even too good to
keep the Federal Reserve from raising  interest rates.  The labor market is very
tight with unemployment at the lowest rate in 25 years and wage rates continuing
to creep  upward.  Economic  growth has remained  above the Fed's stated  target
range. Thus, despite continued low reported inflation rates, domestic conditions
could very likely tempt the Fed to raise rates, at least modestly.

      The U.S. economy,  however, does not exist in a vacuum. The events in Asia
this fall,  will have  significant  effects on the world  economies.  The "Asian
Tiger"  economies,  together with China and Japan,  had  represented  one of the
fastest  growing  regions of the world.  As a result of the  currency and market
upheavals, and the heavy dose of International Monetary Fund "medicine", many of
these  economies  will  likely be in  recession  through  1998.  The most severe
effects should be felt  elsewhere in Asia,  mainly in China and Japan which have
extensive  trade  relationships  in the region.  Less affected will be the major
economies of Europe. Given the relatively low trade and high services components
of our economy, the U.S. should be only moderately affected.

      The dramatic  devaluation of several Asian  currencies also has the effect
of significantly  reducing the cost of goods produced elsewhere.  For example, a
pulp producer in the U.S. or Europe now has to sell into world  markets  against
very low cost producers in Asia. The net result of these factors will be reduced
growth and inflation  pressures around the world. While the U.S. is likely to be
less affected than many other countries, we are not totally immune to the "Asian
Flu." Lower growth and reduced inflation  pressures are just what the Fed wants.
Thus, it could be argued that Asia has done the Fed's work for them. Perversely,
the need to prop up ailing  economies  could actually lead the Fed to cut rates,
perhaps in coordination  with other Central Banks.  This  possibility has helped
drive interest rates to new lows.

      Although  growth may be slowed  somewhat in the U.S., the economy  remains
quite strong and current low interest  rates will help sustain that growth.  The
larger issue for investors will be the outlook for corporate  earnings.  Analyst
estimates for 1998  appeared too  optimistic to us even before the Asian crisis.
Estimates  have already begun to come down for the fourth  quarter of 1997,  but
have yet to drop materially for 1998. As estimates are reduced over the next few
months the market will likely remain volatile. On the other hand, lower interest
rates provide a floor under stock prices preventing a significant  decline.  The
key to performance in this  environment  will be avoiding  significant  earnings
disappointments.   Our  Fund  is  well  represented  with  

                                       1
<PAGE>

predictable   earnings  companies  such  as  healthcare,   consumer  staple  and
domestically oriented financial, technology and economically sensitive issues.

      By the  second  half of the year we  believe  the  environment  could flip
around.  By then,  economic  conditions  around the world should  stabilize  and
earnings  expectations will have been reduced to more realistic levels. With the
U.S.  economy still on a moderate  growth track,  interest  rates will likely be
somewhat higher. Altogether probably a healthier backdrop for stocks.

      We  appreciate  your  continued  support and welcome  the  opportunity  to
discuss any questions you may have about your investment.


                                    Sincerely,

/s/ Alan H. Wapnick                                  /s/ Robert M. DeMichele
- ----------------------                               ---------------------------
    Alan H. Wapnick                                      Robert M. DeMichele
    Portfolio Manager                                    President
    February, 1998                                       February, 1998




- --------------------------------------------------------------------------------

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                   LEXINGTON GROWTH AND INCOME FUND, INC. AND
              THE UNMANAGED STANDARD & POOR'S 500 STOCK PRICE INDEX


[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED REPORT]


Year             Growth and Income         S&P 500   
12/31/87             $10,000               $10,000 
12/31/88             $10,946               $11,655 
12/31/89             $13,963               $15,343 
12/31/90             $12,529               $14,867 
12/31/91             $15,645               $19,387 
12/31/92             $17,580               $20,862 
12/31/93             $19,903               $22,961 
12/31/94             $19,284               $23,261 
12/31/95             $23,636               $32,003 
12/31/96             $29,889               $39,354 
12/31/97             $38,962               $52,487 
                                          

                         AVERAGE ANNUAL STANDARD TOTAL RETURNS
                             FOR THE PERIOD ENDED 12/31/97

FUND/INDEX               1 YEAR         5 YEAR         10 YEAR
- ----------               ------         ------         -------
LEXINGTON GROWTH
AND INCOME FUND          30.36%         17.25%         14.57%

S & P 500                33.37%         20.27%         18.05%

This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund with a similar  investment  in the Standard & Poor's 500
Stock  Index  ("S&P  500").  Results  for the Fund,  and the S&P 500 include the
reinvestment of all dividend and capital gain  distributions.  Investment return
and principal value of an investment will fluctuate so that an investor's shares
when  redeemed  may be worth  more or less than at their  original  cost.  Total
return represents past performance and it is not predictive of future results.

- --------------------------------------------------------------------------------


*30.36%,  17.25%  and  14.57%  are the one,  five and ten  year  average  annual
 standard total returns,  respectively,  for the period ended December 31, 1997.
 Investment  return and principal  value of an investment will fluctuate so that
 an investor's  shares,  when redeemed,  may be worth more or less than at their
 original cost.  Total return  represents past performance and is not predictive
 of future results.

                                       2
<PAGE>


LEXINGTON GROWTH AND INCOME FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1997

   NUMBER                                        VALUE
  OF SHARES              SECURITY              (NOTE 1)
- --------------------------------------------------------------------------------



             COMMON STOCK: 97.2%

             BANKING: 2.5%
   85,500    Union Planters Corporation ... $  5,808,656
                                            ------------
             CAPITAL EQUIPMENT: 7.3%
  130,000    Cymer, Inc.1 .................    1,954,062
  145,000    Dover Corporation ............    5,238,125
  104,100    Ingersoll-Rand Company .......    4,216,050
   85,000    Sealed Air Corporation1 ......    5,248,750
                                            ------------
                                              16,656,987
                                            ------------

             CONSUMER DURABLE GOODS: 2.1%
  170,600    EMC Corporation1 .............    4,680,837
                                            ------------

             CONSUMER NONDURABLE GOODS: 3.3%
  115,400    PepsiCo, Inc. ................    4,204,887
   54,000    Unilever NV1 .................    3,371,625
                                            ------------
                                               7,576,512
                                            ------------

             DRUGS: 2.1%
   65,000    Pfizer, Inc. .................    4,846,562
                                            ------------

             ENERGY SOURCES: 8.9%
   65,000    BJ Services Company1 .........    4,675,937
   76,300    Diamond Offshore Drilling, Inc.   3,671,937
   51,800    Mobil Corporation ............    3,739,312
   66,000    Texaco, Inc. .................    3,588,750
  124,500    Tosco Corporation ............    4,707,656
                                            ------------
                                              20,383,592
                                            ------------

             FINANCIAL SERVICES: 20.5%
   63,000    Ace, Ltd. ....................    6,079,500
   56,000    Allstate Corporation .........    5,089,000
   98,500    Conseco, Inc. ................    4,475,594
   97,000    Federal National Mortgage
                Association ...............    5,535,062
   69,000    Foremost Corporation of America   4,812,750
  102,000    NAC Re Corporation ...........    4,978,875
   74,000    NationsBank Corporation ......    4,500,125
  168,000    Norwest Corporation ..........    6,489,000
   88,700    UNUM Corporation .............    4,823,063
                                            ------------
                                              46,782,969
                                            ------------

             HEALTH & PERSONAL CARE: 12.5%
   62,000    Bristol-Myers Squibb Company . $  5,866,750
   66,000    Cardinal Health, Inc. ........    4,958,250
   68,800    Eli Lilly & Company ..........    4,790,200
  112,000    Medtronic, Inc. ..............    5,859,000
   80,000    United Healthcare Corporation     3,975,000
   24,000    Warner-Lambert Company .......    2,976,000
                                            ------------
                                              28,425,200
                                            ------------

             HOUSEHOLD PRODUCTS: 2.5%
   70,200    Procter & Gamble Company .....    5,602,838
                                            ------------

   NUMBER                                       VALUE
  OF SHARES              SECURITY              (NOTE 1)
- --------------------------------------------------------------------------------


             MATERIALS: 3.6%
  114,000    Fort James Corporation .......    4,360,500
   84,000    Praxair, Inc. ................    3,780,000
                                            ------------
                                               8,140,500
                                            ------------

             MERCHANDISING: 16.4%
  176,000    Borders Group, Inc.1 .........    5,511,000
  128,000    Costco Companies, Inc.1 ......    5,708,000
  166,500    Gap, Inc. ....................    5,900,344
   76,500    Home Depot, Inc. .............    4,503,938
   89,000    Rite Aid Corporaton ..........    5,223,188
  100,000    Safeway, Inc.1 ...............    6,325,000
  121,000    The TJX Companies, Inc.1 .....    4,159,375
                                            ------------
                                              37,330,845
                                            ------------

             MULTI-INDUSTRY: 4.8%
  101,600    AlliedSignal, Inc. ...........    3,956,050
  153,000    Tyco International, Ltd. .....    6,894,563
                                            ------------
                                              10,850,613
                                            ------------

             SERVICES: 10.7%
   66,100    Computer Associates
               International, Inc. ........    3,495,038
   61,300    Ecolab, Inc. .................    3,398,319
  231,200    Global Industries, Ltd.1 .....    3,937,625
  153,500    Sungard Data Systems, Inc.1 ..    4,758,500
   55,000    The Walt Disney Company ......    5,448,438
  121,800    Williams Companies, Inc. .....    3,456,075
                                            ------------
                                              24,493,995
                                            ------------

             TOTAL COMMON STOCK
             (cost $166,907,754) ..........  221,580,106
                                            ------------


             SHORT-TERM INVESTMENTS: 3.9%
             U.S. Government Agency Obligations
$9,000,000   Federal Home Loan Mortgage
                Corporation
                4.75%, due 01/02/98
                (cost $8,998,813) ......... $  8,998,813
                                            ------------

             TOTAL INVESTMENTS: 101.1%
             (cost $175,906,567+) (Note 1). $230,578,919
                                            ============

             Liabilities in excess of other assets:

               (1.1%) .....................   (2,541,755)
                                            ------------
             TOTAL NET ASSETS: 100.0%
             (equivalent to $20.27 on
                11,248,389
                shares outstanding) ....... $228,037,164
                                            ============


- ----------
1  Non-income producing security.
+  Aggregate cost for Federal income tax purposed is identical.

    The Notes to Financial Statements are an integral part of this statement.

                                       3
<PAGE>
<TABLE>
<CAPTION>

LEXINGTON GROWTH & INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997

<S>                                                                                     <C>    
ASSETS
Investments, at value
  (cost $175,906,567) (Note 1) .................................................   $230,578,919
Cash ...........................................................................        506,473
Receivable for investment securities sold ......................................      1,080,834
Receivable for shares sold .....................................................        157,239
Dividends and interest receivable ..............................................        134,159
                                                                                   ------------
       Total Assets ............................................................   $232,457,624
                                                                                   ------------

LIABILITIES
Due to Lexington Management Corporation
  (Note 2) .....................................................................        121,199
Payable for investment securities purchased ....................................        266,688
Payable for shares redeemed ....................................................        174,415
Distributions payable ..........................................................      3,671,041
Accrued expenses ...............................................................        187,117
                                                                                   ------------
       Total Liabilities .......................................................      4,420,460
                                                                                   ------------
NET ASSETS (equivalent to $20.27 per share on
  11,248,389 shares outstanding)(Note 4) .......................................   $228,037,164
                                                                                   ============

NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares,
  $.001 par value per share ....................................................   $     11,248
Additional paid-in capital (Note 1) ............................................    171,444,930
Accumulated net realized gain on investments
  (Note 1) .....................................................................      1,908,634
Unrealized appreciation on investments .........................................     54,672,352
                                                                                   ------------
TOTAL NET ASSETS ...............................................................   $228,037,164
                                                                                   ============


LEXINGTON GROWTH & INCOME FUND, INC
STATEMENT OF OPERATIONS
Year ended December 31, 1997

INVESTMENT INCOME
Dividends ......................................................................   $  2,495,415
Interest .......................................................................        548,009
                                                                                   ------------
                                                                                      3,043,424
Less: foreign tax expense ......................................................         10,720
                                                                                   ------------
     Total investment income ...................................................   $  3,032,704

EXPENSES
   Investment advisory fee (Note 2) ............................................      1,403,527
   Distribution expense (Note 3) ...............................................        474,205
   Transfer agent and shareholder servicing
     expense (Note 2) ..........................................................        230,698
   Accounting expenses (Note 2) ................................................        155,384
   Printing and mailing expenses ...............................................         67,970
   Professional fees ...........................................................         52,373
   Registration fees ...........................................................         34,432
   Custodian expense ...........................................................         26,542
   Computer processing fees ....................................................         20,462
   Directors' fees and expenses ................................................         18,107
   Other expenses ..............................................................         81,884
                                                                                   ------------
     Total expenses ............................................................      2,565,584
                                                                                   ------------
       Net investment income ...................................................        467,120

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
(NOTE 5)
Net realized gain on investments ...............................................     35,330,683
Net change in unrealized appreciation on
  investments ..................................................................     20,980,248
                                                                                   ------------
Net realized and unrealized gain on
  investments ..................................................................     56,310,931
                                                                                   ------------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS ..............................................................   $ 56,778,051
                                                                                   ============

   The Notes to Financial Statements are an integral part of these statements.

                                       4
</TABLE>
<PAGE>

LEXINGTON GROWTH AND INCOME FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 1997 and 1996

                                                   1997             1996
                                              -------------    -------------
Net investment income .....................   $     467,120    $     712,927
Net realized gain from investments ........      35,330,683       14,853,714
Net change in unrealized
  appreciation of investments .............      20,980,248       22,564,960
                                              -------------    -------------
    Net increase in net assets
      resulting from operations ...........      56,778,051       38,131,601
Distributions to shareholders from
  net investment income ...................        (691,040)      (1,197,624)
Distributions to shareholders from net
  realized gains from security transactions     (36,280,960)     (11,924,849)
Increase in net assets from
  capital share transactions
  (Note 4) ................................       7,922,045       36,399,400
                                              -------------    -------------
  Net increase in net assets ..............      27,728,096       61,408,528

NET ASSETS:
  Beginning of period .....................     200,309,068      138,900,540
                                              -------------    -------------
  End of period (including undistributed
  net investment income of $0, 1997 and
    1996, respectively)(Note 1) ...........   $ 228,037,164    $ 200,309,068
                                              =============    =============

The Notes to Financial Statements are an integral part of these statements 

LEXINGTON GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996

1.  SIGNIFICANT ACCOUNTING  POLICIES

Lexington  Growth and Income Fund, Inc. (the "Fund") is an open-end  diversified
management  investment  company  registered under the Investment  Company Act of
1940, as amended. The Fund's investment  objective is long-term  appreciation of
capital.  Income  is a  secondary  objective.  The  following  is a  summary  of
significant  accounting  policies followed by the Fund in the preparation of its
financial statements:

      INVESTMENTS Security transactions are accounted for on a trade date basis.
Realized  gains and losses  from  investment  transactions  are  reported on the
identified  cost basis.  Securities  traded on a recognized  stock  exchange are
valued at the last sales price  reported by the exchange on which the securities
are traded.  If no sales price is  recorded,  the mean  between the last bid and
asked price is used. Securities traded on the over-the-counter market are valued
at the mean between the last current bid and asked price.  Short-term securities
having a  maturity  of 60 days or less  are  stated  at  amortized  cost,  which
approximates  market  value.  Securities  for which  market  quotations  are not
readily  available and other assets are valued by Fund  management in good faith
under the direction of the Fund's Board of Directors.  All investments quoted in
foreign  currencies  are  valued in U.S.  dollars  on the  basis of the  foreign
currency exchange rates prevailing at the close of business. Dividend income and
distributions  to shareholders  are recorded on the ex-dividend  date.  Interest
income,  adjusted for  amortization  of premiums and accretion of discounts,  is
accrued as earned.

      FEDERAL  INCOME  TAXES  It  is  the  Fund's  policy  to  comply  with  the
requirements of the Internal  Revenue Code  applicable to "regulated  investment
companies" and to distribute all of its taxable income to its shareholders.
Therefore, no provision for Federal income taxes is required.

      DISTRIBUTIONS  Dividends from net investment  income are normally declared
and paid  quarterly and dividends  from net realized  capital gains are normally
declared and paid annually.  However,  the Fund may make distributions on a more
frequent  basis to comply with the  distribution  requirements  of the  Internal
Revenue Code. The character of income and gains to be distributed are determined
in  accordance  with  income tax  regulations  which may differ  from  generally
accepted accounting  principles.  At December 31, 1997,  reclassifications  were
made to the Fund's capital accounts to reflect  permanent  book/tax  differences
and income and gains available for  distribution  under income tax  regulations.
Net  investment  income,  net realized gains and net assets were not affected by
this change.

      USE OF ESTIMATES  The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
increases  and  decreases  in net assets  from  operations during the  reporting
period. Actual results could differ from those estimates.

2.  INVESTMENT ADVISORY
    FEE AND OTHER  TRANSACTIONS WITH AFFILIATE 

The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at an annual rate of 0.75% of the Fund's  average daily net assets up to
$100 million and in  decreasing  stages to 0.40% of average  daily net assets in
excess of $250 million.  For 1997, LMC has agreed to voluntarily limit the total
expenses of the Fund  (excluding  interest,  taxes,  brokerage  commissions  and
extraordinary  expenses but including management fees and operating expenses) to
an annual rate of 2.50% of the Fund's average net assets.  No reimbursement  was
required  for the year ended  December  31, 1997.  The Fund  reimbursed  LMC for
certain  expenses,  including  accounting  and  shareholder  servicing  costs of
$354,153 which are incurred by the Fund, but paid by LMC.

3.  DISTRIBUTION PLAN

The Fund has a Distribution  Plan (the "Plan") which allows  payments to finance
activities  associated  with the  distribution  of the Fund's  shares.  The Plan
provides that the Fund may pay

                                       5
<PAGE>
LEXINGTON GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996 (continued)

distribution  fees on a  reimbursement  basis,  including  payments to Lexington
Funds  Distributor,  Inc.  ("LFD"),  the  Fund's  distributor,  in  amounts  not
exceeding  0.25%  per  annum of the  Fund's  average  daily  net  assets.  Total
distribution expenses for the year ended December 31, 1997 were $474,205 and are
set forth in the statement of operations.

4.  CAPITAL STOCK

Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

                                                 Year ended
                             December 31, 1997                December 31, 1996
                      ------------------------------    ---------------------------
                        Shares            Amount           Shares         Amount
                      ----------        -----------      ----------     ----------- 
<S>                    <C>             <C>                <C>          <C>         
Shares sold .........  1,769,495       $ 37,859,449       3,754,824    $ 69,417,382
Shares issued on
  reinvestment of
  dividends .........  1,653,833         32,896,215         615,141      11,475,109
                      ----------        -----------      ----------     ----------- 
                       3,423,328         70,755,664       4,369,965      80,892,491
Shares redeemed ..... (2,965,147)       (62,833,619)     (2,423,985)    (44,493,091)
                      ----------       ------------      ----------    ------------ 
  Net increase ......    458,181       $  7,922,045       1,945,980    $ 36,399,400
                      ==========       ============      ==========    ============
</TABLE>


5.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the year ended
December  31, 1997,  excluding  short-term  securities,  were  $185,974,101  and
$213,678,083, respectively.

At December  31, 1997,  the  aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$57,348,687 and aggregate gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $2,676,335.

6.  INVESTMENT AND CONCENTRATION RISKS

The Fund's ability to invest in foreign securities may involve risks not present
in domestic  investments.  Since  foreign  securities  may be  denominated  in a
foreign currency and involve settlement and pay interest or dividends in foreign
currencies,  changes in the relationship of these foreign currencies to the U.S.
dollar can significantly affect the value of the investments and earnings of the
Fund.  Foreign  investments  may also  subject  the Fund to  foreign  government
exchange  restrictions,  expropriation,  taxation or other political,  social or
economic  developments,  all of which could affect the market and/or credit risk
of the investments.

7. TAXATION INFORMATION (UNAUDITED)

The percentage of investment  company  taxable income eligible for the dividends
received deduction  available to certain corporate  shareholders with respect to
the year ended, December 31, 1997, is 34.7%.

Capital  gain  distributions  paid to  shareholders  by the Fund during the year
ended  December  31,  1997,  whether  taken in  shares or cash:  $7,716,008  are
designated as 28 percent  long-term  capital gain and $19,211,320 are designated
as 20 percent long-term capital gain.

================================================================================
FINANCIAL HIGHLIGHTS
Selected per share data for a share outstanding throughout the period:
<TABLE>
<CAPTION>

                                                               1997         1996        1995        1994      1993
                                                              ------       ------      ------     ------     ------
<S>                                                           <C>          <C>         <C>        <C>        <C>   
Net asset value, beginning of period ......................   $18.56       $15.71      $14.36     $16.16     $16.25
                                                              ------       ------      ------     ------     ------
Income (loss) from investment operations:
  Net investment income ...................................     0.05         0.07        0.22       0.17       0.21
  Net realized and unrealized gain (loss) on investments ..     5.46         4.08        3.00       (.68)      1.94
                                                              ------       ------      ------     ------     ------
Total income (loss) from investment operations ............     5.51         4.15        3.22       (.51)      2.15
Less distributions:
  Dividends from net investment income ....................    (0.07)       (0.13)      (0.22)     (0.16)     (0.21)
  Distributions from net realized gains ...................    (3.73)       (1.17)      (1.65)     (0.91)     (2.03)
  Distributions in excess of net realized gains 
    (temporary book-tax difference) .......................     --           --          --         (.22)       --
                                                              ------       ------      ------     ------     ------
Total distributions .......................................    (3.80)       (1.30)      (1.87)     (1.29)     (2.24)
                                                              ------       ------      ------     ------     ------
Net asset value, end of period ............................   $20.27       $18.56      $15.71     $14.36     $16.16
                                                              ======       ======      ======     ======     ======
Total return ..............................................   30.36%       26.46%      22.57%     (3.11%)    13.22%
Ratios to average net assets:
  Expenses ................................................    1.17%        1.13%       1.09%      1.15%      1.29%
  Net investment income . .................................    0.21%        0.43%       1.38%      1.06%      1.20%
Portfolio turnover ........................................   88.15%      101.12%     159.94%     63.04%     93.90%
Average commissions paid per share on equity
   securities transactions* ............................... $   0.07     $   0.07        --        --          --
Net assets at end of period (000's omitted) ............... $228,037     $200,309    $138,901   $124,289   $134,508
</TABLE>


*In  accordance  with SEC  disclosure  guidelines,  the  average  commission  is
calculated for the periods  beginning with the year ended December 31, 1996, but
not for prior periods.

                                       6
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Lexington Growth and Income Fund, Inc.:

     We have audited the  accompanying  statements of net assets  (including the
portfolio of  investments)  and assets and  liabilities of Lexington  Growth and
Income Fund,  Inc. as of December 31, 1997, the related  statement of operations
for the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended,  and the financial  highlights for each
of the years in the five-year period then ended. These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December  31,  1997 by  correspondence  with  the  custodian.  As to  securities
purchased  or sold,  but not yet  received  or  delivered,  we  performed  other
appropriate auditing procedures. An audit also includes assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Lexington  Growth and Income Fund,  Inc. as of December 31, 1997, the results of
its operations  for the year then ended,  the changes in its net assets for each
of the years in the two-year period then ended, and the financial highlights for
each of the  years in the  five-year  period  then  ended,  in  conformity  with
generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP

New York, New York
February 4, 1998

                                       7
<PAGE>

LEXINGTON
GROWTH AND INCOME FUND, INC.

INVESTMENT ADVISER
- --------------------------------------------------------------------------------
LEXINGTON MANAGEMENT CORPORATION
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663

DISTRIBUTOR
- --------------------------------------------------------------------------------
LEXINGTON FUNDS DISTRIBUTOR, INC.
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663

- --------------------------------------------------------------------------------
ALL SHAREHOLDER REQUESTS FOR SERVICES OF ANY KIND SHOULD BE SENT TO:

     TRANSFER AGENT
- --------------------------------------------------------------------------------
     STATE STREET BANK AND
     TRUST COMPANY
     c/o National Financial Data Services
     1004 Baltimore
     Kansas City, Missouri  64105

     OR CALL TOLL FREE:
     SERVICE AND SALES:  1-800-526-0056
     24 HOUR ACCOUNT INFORMATION:
     1-800-526-0052
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
(800) 526-0052
                                    "LEXLINE"
                   24 hour toll-free telephone access to your
                             Lexington Fund account
                  Price/Yield o Account Balances o Exchanges o
             Last Transactions o Total Return o Duplicate Statements
- --------------------------------------------------------------------------------






This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington Growth and Income Fund, Inc. and is authorized for distribution to the
public only if it is accompanied or preceded by a currently effective prospectus
which sets forth expenses and other material information.


                                    LEXINGTON
- --------------------------------------------------------------------------------

================================================================================
                                    LEXINGTON
                                     GROWTH
                                       AND
                                     INCOME
                                   FUND, INC.
- --------------------------------------------------------------------------------
                       Seeks capital appreciation over the
                        long term through investments in
                        the stocks of large, ably managed
                          and well financed companies.
- --------------------------------------------------------------------------------
                                  ANNUAL REPORT
                                DECEMBER 31, 1997
                               The Lexington Group
                                   of No Load
                              Investment Companies
================================================================================



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